Common use of Acceleration of Maturity; Rescission and Clause in Contracts

Acceleration of Maturity; Rescission and. ANNULMENTIf an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal amount (or, if any of the Securities are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Outstanding Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or specified portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay (1) all overdue interest, if any, on all Securities of such series; (2) the principal of and premium, if any, on any Securities of such series which have become due otherwise than by such declaration of acceleration and interest, if any, thereon at the rate or rates prescribed therefor in such Securities; (3) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate or rates prescribed therefor in such Securities; and (4) all amounts due to the Trustee under Section 907; and (b) any other Event or Events of Default with respect to Securities of such series, other than the nonpayment of the principal of Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 813. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and. ANNULMENTIf Annulment. --------- (a) If an Indenture Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to kind specified in clauses (v) or (vi) of Section 6.01 occurs, the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in unpaid principal amount of the Securities Notes shall automatically become due and payable at par together with all accrued and unpaid interest thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuer. If an Indenture Event of Default (other than an Indenture Event of Default of the kind described in clauses (v) or (vi) of Section 6.01) occurs and is continuing, then and in every such series case the Indenture Trustee or the holders of Notes evidencing not less than [ %] of Voting Rights may then declare the unpaid principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon ------ the Notes to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of Issuer (and to the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either Indenture Trustee if given by the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classNoteholders), and not the Holders of the Securities of upon any one of such series, may declare the declaration such principal amount (or, if any of the Securities are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Outstanding Securities and interest accrued thereon to be shall become immediately due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) together with respect to Securities all accrued and unpaid interest thereon, without presentment, demand, protest or other notice of any serieskind, all of which are hereby waived by the principal amount Issuer. (or specified portion thereof in the case of Discount Securitiesb) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Event or Events holders of Default giving rise Notes evidencing not less than [______%] of Voting Rights, by written notice to such declaration of acceleration shallthe Issuer and the Indenture Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if: (ai) the Company shall have Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (1A) all overdue interest, if any, on all Securities of such series; (2) the principal of and premium, if any, on of any Securities of such series Notes which have become due otherwise than by such declaration of acceleration and interest, if any, interest thereon from the date when the same first became due at the rate or rates prescribed therefor in such Securities;applicable Note Rate plus basis points, ----- (3B) all interest which has became due with respect to the Notes and, to the extent that payment of such interest is lawful, interest upon overdue interestinterest from the date when the same first became due at a rate per annum equal to the applicable Note Rate plus basis ----- points, if anyand (C) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, at expenses, disbursements, and advances of the rate or rates prescribed therefor in such SecuritiesIndenture Trustee, its agents and counsel; and (4ii) all amounts due to the Trustee under Section 907; and (b) any other Event or Indenture Events of Default with respect to Securities of such seriesDefault, other than the nonpayment non-payment of the aggregate principal amount of Securities of such series the Notes which shall have has become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 8136.13. No such rescission shall affect any subsequent Indenture Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and. ANNULMENTIf an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyAnnulment. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred should occur and be continuingcontinuing with ---------- respect to any Series, either then and in every such case the Note Trustee or the Holders of Notes representing not less than 33% a majority of the Outstanding Amount of the Notes of all Series may declare all the Notes to be immediately due and payable, by a notice in writing to the Note Issuer (and to the Note Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal amount (or, if any of the Securities are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) Notes of all Outstanding Securities Series, together with accrued and unpaid interest accrued thereon to be through the date of acceleration, shall become immediately due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or specified portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have maturity has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Note Trustee as hereinafter in this Article V provided, the Event or Events Holders of Default giving rise Notes representing a majority of the Outstanding Amount of the Notes of all Series, by written notice to such declaration of acceleration shallthe Note Issuer and the Note Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if: (ai) the Company shall have Note Issuer has paid or deposited with the Note Trustee a sum sufficient to pay (1A) all overdue interest, if any, on all Securities payments of such series; (2) the principal of and premium, if any, and interest on any Securities all Notes of all Series and all other amounts that would then be due hereunder or upon such series which have become due otherwise than by Notes if the Event of Default giving rise to such declaration of acceleration and interest, if any, thereon at the rate or rates prescribed therefor in such Securities; (3) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate or rates prescribed therefor in such Securitieshad not occurred; and (4B) all amounts due to sums paid or advanced by the Note Trustee under Section 907hereunder and the reasonable compensation, expenses, disbursements and advances of the Note Trustee and its agents and counsel; and (bii) any other Event or all Events of Default with respect to Securities of such seriesall Series, other than the nonpayment of the principal of Securities the Notes of such series which shall have all Series that has become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 8135.12. No such rescission shall affect any subsequent Event of Default default or impair any right consequent thereonthereto.

Acceleration of Maturity; Rescission and. ANNULMENTIf Annulment. ---------- If an Event of Default due (other than an Event of Default specified in Sections 5.1(g) and (h) with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities Company) shall have occurred occur and be continuingcontinuing with respect to this Indenture, either the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Securities then Outstanding may, and the Trustee at the request of such series may then Holders shall, declare the all unpaid principal amount (orof, premium, if any any, and accrued interest on all Securities to be due and payable, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Securities of Securities) and upon any such series are Discount Securitiesdeclaration, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series principal, premium, if any, and interest accrued thereon to be shall become due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dclause (g) or (eh) of Section 5.1 occurs with respect to the Company and is continuing, then all the Securities shall have occurred ipso facto become and be continuingdue and payable immediately in an amount equal to the principal amount of the Securities, either together with accrued and unpaid interest, if any, to the date the Securities become due and payable, without any declaration or other act on the part of the Trustee or any Holder. Thereupon, the Holders Trustee may, at its discretion, proceed to protect and enforce the rights of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of by appropriate judiciary proceedings. After such series, may declare the principal amount (or, if any of the Securities are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Outstanding Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or specified portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and the Securities, but before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Securities Outstanding, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if: (a) the Company shall have has paid or deposited with the Trustee a sum sufficient to pay (1i) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest, if any, interest on all Securities of such series;Outstanding Securities, (2iii) the principal of and premium, if any, on any Outstanding Securities of such series which have become due otherwise than by such declaration of acceleration and interest, if any, interest thereon at the rate or rates prescribed therefor in such borne by the Securities;, and (3iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, interest at the rate or rates prescribed therefor in such borne by the Securities; and (4) all amounts due to the Trustee under Section 907; and (b) any other Event or all Events of Default with respect to Securities of such seriesDefault, other than the nonpayment non-payment of principal of the principal of Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 8135.13. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the agent under the Bank Credit Facility of the acceleration. If any indebtedness under the Bank Credit Facility is outstanding, the Company may not pay the Securities until five Business Days after the agent under the Bank Credit Facility receives notice of such acceleration, and, thereafter, may pay the Securities only if this Indenture otherwise permits payments at that time.